13D Filing: Farallon Capital and Playa Hotels & Resorts NV (PLYA)

by Cabana in exchange for 411,952 Ordinary Shares to be issued by the Company; and Four Pack has agreed to tender to the Company in the Exchange Offer all 262,985 Company Founder Warrants currently held by Four Pack in exchange for 26,298 Ordinary Shares to be issued by the Company.  Each other Warrant Holder has similarly agreed, pursuant to and subject to the terms and conditions of the Tender Agreement, to tender to the Company in the Exchange Offer the Private Warrants (as defined in the Tender Agreement) held by it.

In addition, pursuant to and subject to the terms and conditions of the Tender Agreement, each of the Farallon SPVs and the other Warrant Holders has agreed with the Company to deliver its consent with respect to the Consent Solicitation.

The Tender Agreement provides that each Warrant Holder may make its foregoing tender and consent conditioned on more than 50.0% of the Public Warrants (as defined in the Tender Agreement) having been tendered to the Company (and not withdrawn) in the Exchange Offer.  The Tender Agreement provides that it shall terminate as to all Warrant Holders upon written notice by the Company, or upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue the Exchange Offer and the Consent Solicitation and (ii) September 30, 2017.

The foregoing description of the Tender Agreement is qualified in its entirety by the full terms and conditions thereof.  A copy of the Tender Agreement is attached as Exhibit 10.27 to the Registration Statement on Form S-4 filed by the Company with the SEC on May 22, 2017, which exhibit is hereby incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits

Item 7 is hereby supplemented to report the following:

A copy of the Tender Agreement is attached as Exhibit 10.27 to the Registration Statement on Form S-4 filed by the Company with the SEC on May 22, 2017.  Such exhibit is hereby incorporated herein by reference.